UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2015
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-197968
Betafox Corp.
(Exact Name of Registrant as specified in its Charter)
One World Trade Center
EGD Global Suite 8500
New York, NY 10007
(Address of Principal Executive Office)(Zip Code)
212-220-7102
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨
As of August 25, 2015 the registrant had 8,130,000 shares of common stock issued and outstanding. No active trading market has been established as of August 25, 2015.
TABLE OF CONTENTS
ITEM 1. BUSINESS.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", "our", "the Company", mean BETAFOX CORP., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
GENERAL
We were incorporated in Nevada on September 10, 2013. Our limited business until May 11, 2015, when control of our Company changed, was attempting to make candles. Because previous management was unable to raise sufficient capital to enable our Company to develop its intended operations, on that date, Mr. Giorgos Kallides, our previous majority shareholder and sole officer and director, sold his 6,000,000 shares to Future Continental Limited, and resigned all of his positions with our Company. Mr. Pei Lei became our new CEO and Chief Financial Officer, and, as part of the change of control, our previously limited operation was acquired by Mr. Kallides, the former principal, for $1 (see Items 10 and 12 herein).
New management has yet to cause our Company to acquire any assets or a business; therefore, we are deemed to be a “shell” company, as that term is defined pursuant to Rule 12b-2 under the Securities Exchange Act of 1934. New management is now exploring opportunities in internet service, software development, and smartphone apps industries, in China. New management is engaged in discussions with various unaffiliated third parties regarding possible acquisitions in those sectors for our Company, with the purpose of enhancing shareholder value. As of the date of filing this Annual Report on Form 10-K, we have not entered into any definitive agreement to acquire any assets or businesses. Unless and until we acquire assets or a business, we will continue to be a “shell.”
Our financial statements report no revenue since inception, an accumulated deficit of $36,237 as of May 31, 2015 and a net loss of $36,101 for the year ended May 31, 2015. Our independent registered public accountant has issued an audit opinion for Betafox Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. If we are unable to successfully acquire assets or a business, we may fail. To date, the only operations we have engaged in were the development of a business plan and the purchase of a candle making machine.
Employees. Identification of Certain Significant Employees
We currently have no employees, other than our sole officer and director Mr. Li Pei, who receives no salary. We intend to hire additional employees only if and when we acquire assets or a business.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our incorporation.
Government Regulation
Because we have not acquired an asset or a business, we are unable at this time to determine what governmental agencies will have jurisdiction over those assets or businesses, or what effect, if any, those government regulations will have over such assets or businesses.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
ITEM 2. PROPERTIES.
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS.
We are not currently involved in any legal proceedings and to the best of our knowledge and belief we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION
Our shares of common stock are quoted for trading on OTC Markets under the symbol “BFXX.” As of the date of this Annual Report we had 35 shareholders of record, and no active trading market has been established. There has been only one trade in our common stock, which was on April 27, 2015, at a price of $.02 per share.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES
During the period from June 2014 to February, 2015, the Company issued 2,130,000 shares of common stock for net cash proceeds of $20,488 at $0.01 per share. Proceeds were used for general operating expenses. All shares were privately issued with a restrictive legend, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report ". Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception (September 10, 2013) resulting in an accumulated deficit of $36,237 as of May 31, 2015. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company acquiring profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. New management intends to finance operating costs over the next twelve months with loans from related parties, until we acquire an ongoing business, as to which there is no assurance.
FISCAL YEAR ENDED MAY 31, 2015 COMPARED TO PERIOD FROM INCEPTION (SEPTEMBER 10, 2013) TO MAY 31, 2014.
Operating Expenses
During the fiscal year ended May 31, 2015, we incurred expenses of $36,101 compared to $136 incurred during the period for inception (September 10, 2013) to May 31, 2014. The increase over the prior year can be attributed to increased audit, legal and transfer agent fees.
Net Loss
Our net loss for the fiscal year ended May 31, 2015 was $36,101 compared to a net loss of $136 for the period from inception (September 10, 2013) to May 31, 2013. The increase in net loss is a direct result of the increased fees as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of May 31, 2015, our current assets were $22 of cash, and our total liabilities were $468 of accounts payable.
CASH FLOW FOR THE FISCAL YEAR ENDED MAY 31, 2015 COMPARED TO PERIOD FROM INCEPTION (SEPTEMBER 10, 2013) TO MAY 31, 2014.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended May 31, 2015, net cash flows used in operating activities was $35,633. For the period from inception (September 10, 2013) to May 31, 2014, net cash flows used in operating activities was $136.
Cash Flows from Investing Activities
We neither generated, nor used, funds in investing activities during the fiscal year ended May 31, 2015. During the period from inception (September 10, 2013) to May 31, 2014, we used $6,000 to purchase candle-making equipment, which we no longer own.
Cash Flows from Financing Activities
For the fiscal year ended May 31, 2015, net cash provided by financing activities was $32,160. We received $20,488 from the sale of common stock and $11,672 from proceeds by way of loans from our former sole officer, director and principal shareholder. All loans from our former principal were cancelled when the change of control took place on May 11, 2015. For the period from inception September 10, 2013) to May 31, 2014, net cash from financing activities was $9,631, consisting of $6,000 received from proceeds from the sale of shares of our common stock and $3,631 received from by way of a loan from our former sole officer, director and principal shareholder.
PLAN OF OPERATION AND FUNDING
Unless and until we acquire an ongoing business, as to which there is no assurance, we expect that working capital requirements will continue to be funded through related party loans and/or further issuances of securities. There is no assurance that we will be able to meet our working capital requirement from either possible source.
We have no lines of credit or other bank financing arrangements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, and we might be unable to continue in business.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not have any agreements at this time, to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our May 31, 2015 and May 31, 2014 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception (September 10, 2013) resulting in an accumulated deficit of $36,237 as of May 31, 2015, and further losses are anticipated unless and until we acquire an ongoing business, as to which there is no assurance. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company acquiring profitable operations in the future and/or obtaining the necessary financing to meet its obligations arising from normal business operations when they come due. New management intends to finance operating costs over the next twelve months with loans from related parties and/or the private placement of common stock. There is no assurance that funds will be available from either possible source of financing operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 8. FINANCIAL AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
We have audited the accompanying balance sheets of Betafox Corp. as of May 31, 2015 and 2014 and the related statements of operations, stockholders’ deficit and cash flows for the periods ended May 31, 2015 and from the period from September 10, 2013 (inception) through May 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, subject to the following paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of Betafox Corp. as of May 31, 2015 and 2014 and the results of its operations and cash flows for the periods ended May 31, 2015 and from the period from September 10, 2013 (inception) through May 31, 2014 in conformity with generally accepted accounting principles in the United States of America.